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§ 10-7A-04. Effects of conversion

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2013

West's Annotated Code of Maryland
Corporations and Associations
Title 10. Limited Partnership Act (Refs & Annos)
Subtitle 7a. Conversions of Limited Partnerships (Refs & Annos)
Effective: October 1, 2013
MD Code, Corporations and Associations, § 10-7A-04
§ 10-7A-04. Effects of conversion
Currentness
In General
(a) A conversion has the effects provided in this section.
Conversion to an other entity
(b)(1) This subsection applies on the conversion of a limited partnership to an other entity.
(2) The limited partnership shall cease to exist as a limited partnership and shall continue to exist as the other entity into which the partnership has converted, and the other entity, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting limited partnership.
(3)(i) All the assets of the limited partnership, including any legacies that it would have been capable of taking, shall vest in and devolve on the other entity without further act or deed and shall be the property of the other entity, and the title to any real property vested by deed or otherwise in the limited partnership shall not revert or be in any way impaired by reason of a conversion under this subtitle.
(ii) The conversion of the limited partnership to an other entity does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the limited partnership before the conversion.
(iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the limited partnership by its last acting general partners, or by the appropriate authorized persons, partners, officers, trustees, or members of the other entity.
(4)(i) The other entity shall be liable for all the debts and obligations of the limited partnership.
(ii) An existing claim, action, or proceeding pending by or against the limited partnership may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the other entity or any party, the other entity may be substituted as a party, and a judgment against the limited partnership constitutes a lien on the property of the other entity.
(iii) A conversion does not impair the rights of creditors or any liens on the property of the limited partnership.
(5) Subject to the treatment of the ownership interests of the partners of the limited partnership under the articles of conversion and to the rights of an objecting partner under this subtitle, the ownership interests of the partners of the limited partnership cease to exist as partnership interests in the converted limited partnership and continue to exist as ownership interests in the other entity.
(6)(i) The conversion of the limited partnership to an other entity in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the limited partnership or the personal liability of any person incurred prior to the completion of the conversion.
(ii) Subject to §§ 10-303 and 10-403 of this title, a partner of the limited partnership remains liable for all the debts and obligations of the limited partnership for which the partner was liable before the completion of the conversion.
(7) Unless otherwise provided in the articles of conversion, the converting limited partnership is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion does not constitute dissolution or a transfer of assets or liabilities of the limited partnership.
(8) A person becomes liable for any obligation incurred by the limited partnership before the completion of the conversion only to the extent provided for by the laws applicable to the other entity.
Conversion to a limited partnership
(c)(1) This subsection applies on the conversion of an other entity to a limited partnership.
(2) The limited partnership, for all purposes of the laws of this State, shall be deemed to be the same entity as the converting other entity.
(3)(i) All the assets of the other entity, including any legacies that it would have been capable of taking, vest in and devolve on the limited partnership without further act or deed and shall be the property of the limited partnership, and the title to any real property vested by deed or otherwise in the other entity shall not revert or be in any way impaired by reason of this subtitle.
(ii) The conversion of the other entity to a limited partnership does not affect, invalidate, terminate, suspend, or nullify any licenses, permits, or registrations granted to the other entity before the conversion.
(iii) Confirmatory deeds, assignments, or similar instruments to evidence the conversion may be executed and delivered at any time in the name of the other entity by the appropriate authorized persons, partners, officers, trustees, or members of the other entity, or by the general partners of the limited partnership.
(4)(i) The limited partnership shall be liable for all the debts and obligations of the other entity.
(ii) An existing claim, action, or proceeding pending by or against the other entity may be prosecuted to judgment as if the conversion had not taken place, or, on motion of the limited partnership or any party, the limited partnership may be substituted as a party, and a judgment against the other entity constitutes a lien on the property of the limited partnership.
(iii) A conversion does not impair the rights of creditors or any liens on the property of the other entity.
(5) The conversion of an other entity to a limited partnership in accordance with articles of conversion under this subtitle does not affect any debts, obligations, or liabilities of the other entity or the personal liability of any person incurred prior to the completion of the conversion.
(6) A person remains liable for any obligation incurred by the other entity before the completion of the conversion only to the extent that the person would have been liable if the conversion had not occurred.
(7) Subject to the treatment of the ownership interests of the owners of the other entity under the articles of conversion, the ownership interests of the owners of the other entity cease to exist as ownership interests in the converted other entity and continue to exist as partnership interests in the limited partnership.

Credits

Added by Acts 2013, c. 527, § 2, eff. Oct. 1, 2013; Acts 2013, c. 528, § 2, eff. Oct. 1, 2013.
MD Code, Corporations and Associations, § 10-7A-04, MD CORP & ASSNS § 10-7A-04
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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